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Jul 27 2026 |

Questions over Nabil Bank’s cash dividend use in Sri Lanka’s Union Bank deal

Questions over Nabil Bank’s cash dividend use in Sri Lanka’s Union Bank deal

Kathmandu- Nabil Bank’s cash dividend distribution has come under scrutiny, with concerns that it may have been used to fund the acquisition of Sri Lanka’s Union Bank of Colombo (UBC). Questions arise over Nabil Bank’s decision to issue only cash dividends for the past three years while acquiring Union Bank, particularly as Nepal’s economy faces stress, potentially straining the bank’s capital reserves.
 
Speculation is fueled by overlapping board memberships between Nabil Bank and Union Bank of Colombo. Union Bank’s report mentions CG Capital’s indirect investment, raising doubts about whether Nabil Bank’s dividends were diverted for the acquisition.
 
The decision to distribute a 10 percent cash dividend last fiscal year, despite potential pressure on capital reserves, surprised many and disappointed shareholders. This marked a shift for Nabil Bank, often seen as a model of sound institutional decision-making and financial stability.
 
A senior executive at Nepal Rastra Bank (NRB) clarified that even if Nabil Bank’s dividends were used for the acquisition, NRB cannot intervene, as the dividends had been approved by the central bank. NRB has also permitted Nabil Bank to transfer a portion of its profits overseas.

'Even if the cash dividend was used to acquire the Sri Lankan bank, NRB cannot intervene, as the dividend was approved by us,' the executive said, noting that NRB has also authorized Nabil Bank to transfer a portion of its profits overseas.
 
Criticism has mounted over Nabil Bank’s reliance on public deposits while risking its capital reserves through cash dividend distributions. Sources allege that NRB approved the dividends under pressure from Binod Chaudhary, a key stakeholder in the bank.
 
NRB increased provisioning requirements during the final audit of Nabil Bank’s financial statements, which reduced the bank’s net profit by 12.34 percent compared to its unaudited financial statement and lowered its capital adequacy ratio to around 9 percent.
 
NRB also rejected Nabil Bank’s proposal to issue preferred stock with a 10-year repayment period, citing regulatory breaches. This decision has intensified pressure on the bank’s management, leading to a resolution on December 12 to explore mergers, acquisitions, and foreign partnerships.
 
NB International, Nabil Bank’s principal shareholder, has substantial investments from the Chaudhary Group.
 
Through NB International, the Chaudhary Group transfers dividends from Nabil Bank overseas annually. Although an NRB investigation into NB International found no direct evidence of Binod Chaudhary’s investment, the central bank allowed 5 percent of the dividends to be repatriated to Nepal.
 
An investigation initiated by NRB Governor Maha Prasad Adhikari revealed NB International’s ownership includes Singapore-based Rahul Chaudhary and Bangladeshi businessman Abdul Minto, but not Binod Chaudhary. NRB confirmed that 5 percent of the dividends transferred overseas are returned to Nepal as per its arrangement.
 
Governor Adhikari oversaw an investigation into Nabil Bank’s principal shareholder, NB International, to examine Binod Chaudhary’s potential involvement. The findings revealed that the majority of investments were tied to Rahul Chaudhary in Singapore (through Cinovation) and Bangladeshi businessman Abdul Minto. Based on this, Nepal Rastra Bank chose not to conduct further inquiries. However, the central bank successfully ensured that 5 percent of the dividends sent to NB International are repatriated to Nepal,' the  NRB official said.
 
Nabil Bank’s annual reports reveal that NB International, its principal shareholder, is headquartered in Ireland. Of the total dividends distributed by Nabil Bank, 39 percent is transferred to NB International, with 5 percent arranged to be repatriated to Nepal. However, officials have not disclosed how this 5 percent is returned.

Rahul Chaudhary, a non-resident Nepali (NRN), holds 49 percent of NB International’s shares. The central bank has stated it cannot question investments made by NRNs, allowing NB International to receive dividends. Although no direct evidence links Binod Chaudhary to investments in NB International, he chairs CG Global Corp, a Dubai-based Chaudhary Group subsidiary. His sons, Rahul, Nirvana, and Varun, are directors at CG Corp Global. This raises questions about whether Binod Chaudhary, a Nepali citizen and Member of Parliament, can legally chair a foreign company.

Nirvana Chaudhary, also a Nepali citizen, previously served as Nabil Bank’s vice-chairman until the central bank eliminated the position, citing regulatory concerns. He is now the deputy chairman of UBC and was recently appointed UBC’s chairman, representing CG Capital, a Chaudhary Group subsidiary. Another Nabil Bank director, Malay Mukherjee, also serves on UBC’s board.

UBC’s largest shareholder, Culture Financial Holdings, owns 70.84 percent of the bank’s shares, acquired indirectly by CG Capital. However, UBC’s annual report describes CG Capital’s investment as indirect, adding opacity to the process.

Over the past three years, NB International has received dividends worth approximately Rs 3.1 billion from Nabil Bank, excluding the 5 percent repatriated to Nepal. Of this, Rs 1.6 billion is linked to Cinovation, a Chaudhary Group subsidiary. In November 2022, CG Capital acquired Culture Financial Holdings' shares for Rs 1.64 billion.

The acquisition coincided with a weakened Sri Lankan rupee, making the deal favorable. At the time, CG Capital paid Rs 1.64 billion for the shares, which reportedly settled UBC’s purchase obligations using dividends distributed by Nabil Bank. The deal was completed through TPG Asia VI SF Pte Ltd, based in Singapore, and valued at 4 billion Sri Lankan rupees.

Since the acquisition, Nabil Bank has declared cash dividends three times: an 11.5 percent cash dividend and an 18 percent bonus share in 2022, followed by an 11 percent cash dividend in 2023, and a 10 percent cash dividend last year. NB International, holding a 39.44 percent stake in Nabil Bank, has received approximately Rs 3.3 billion in dividends over the past three years, aligning with the financial requirements for the UBC acquisition.
 
NRB Officials note that last year’s dividends are still being processed for transfer abroad.


Published : January 7, 2025, 06:48 PM

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